[GRAPHIC OMITTED][GRAPHIC OMITTED]

For Immediate Release:
January 30, 2002



         DICE INC. posts $857,000 in EBITDA on revenues of $10.7 million
                             in fourth quarter 2001

                   Full Year Revenues Up 13% to $56.3 Million

Fourth Quarter 2001 Highlights
o   10th consecutive quarter of EBITDA profitability for existing business

o   Expands sales channels and wins top-tier customers

o   Completes consolidation of facilities, improving operating efficiency

New York,  NY--January 30, 2002--Dice Inc. (Nasdaq:  DICE), the leading provider
of online  recruiting  services for  technology  professionals,  today  reported
results for the quarter and year ended December 31, 2001.

Quarterly Revenues
Revenues for the quarter were $10.7  million,  a decrease of 18% compared to the
$13.0  million  recorded in the third quarter of 2001 and of 34% compared to pro
forma  revenues in the year ago quarter.  Pro forma  results in 2000 reflect the
operations  of Dice Inc.'s  dice.com and MeasureUp  businesses,  and exclude the
results of divested content businesses.

Quarterly  Earnings  before  Interest,   Taxes,  Depreciation  and  Amortization
(EBITDA)EBITDA totaled $857,000 for the quarter, compared to $2.0 million in the
third  quarter  of 2001 and $5.2  million  on a pro forma  basis for the  fourth
quarter  of 2000.  Fourth  quarter  2001 marks the 10th  consecutive  quarter of
EBITDA  profitability for the company's  existing business (pro forma to exclude
the content business).

Quarterly Cash Net Loss
Dice Inc.  recorded a cash net loss of $(1.8) million,  or $(0.16) per share, in
the  current  quarter.  Cash net loss  excludes  amortization  of  goodwill  and
intangibles of $4.2 million and net restructuring credits and impairment charges
(see Other Items,  below). In the fourth quarter of 2000, the Company reported a
cash net loss on an actual basis of $(1.8) million, or $(0.17) per share. In the
third quarter of 2001, the company  recorded a cash net loss of  $(228,000),  or
$(0.02) per share, which also excluded a net extraordinary gain of $5.6 million,
or $0.53 per share, resulting from the early extinguishment of debt.

                                     -more-



<PAGE>

Quarterly Results
The revenue decrease compared to both the fourth quarter of 2000 (pro forma) and
the third  quarter of 2001  reflected  the impact of a weaker  current  business
environment on demand for job postings from  customers,  and primarily  resulted
from a net decrease in the number of member customer accounts.

Dice  continued  to manage its cost  structure at levels  commensurate  with the
current and anticipated near-term business environment, while investing in sales
and  marketing  programs  to  increase  its  market  penetration.  As a  result,
operating  expenses  excluding  depreciation,  amortization and one-time charges
were $1.2 million less than in the third  quarter of 2001.  In addition,  fourth
quarter  results  include  the  costs of the  consolidation  into one  operating
facility in Iowa and the reduction of  approximately  30 positions  (the company
employed approximately 160 people at December 31, 2001). The lower EBITDA in the
current  quarter  compared  to pro forma  EBITDA in the  fourth  quarter of 2000
reflected  the  decrease  in  revenues  year over  year,  partially  offset by a
reduction  of  $1.4  million  in  operating  expenses  excluding   depreciation,
amortization and one-time charges.

Full Year Results
For the full  year,  revenues  increased  by 13% on a pro  forma  basis to $56.3
million,  reflecting  the impact of a new pricing  structure  implemented in the
latter half of 2000 and an increase in longer-term agreements. During 2001, Dice
expanded its sales and marketing efforts,  consolidated its operating facilities
and invested in new infrastructure.  As a result, the company reported EBITDA of
$7.1  million,  compared to $15.5  million in 2000 on a pro forma  basis,  which
excludes the losses incurred by divested content businesses.

The cash net loss for 2001 was $(1.8)  million,  compared  to a cash net loss of
$(17.8)  million  on an actual  basis in 2000,  or a loss of  $(0.17)  per share
compared to a loss of $(1.74) per share. Full year 2001 results exclude the $5.6
million  net gain on early  extinguishment  of debt  and net  restructuring  and
impairment  charges of $238,000;  full year 2000 results exclude a $38.7 million
restructuring charge for the divestiture of content businesses.

Full year  results  reflect the impact of  investments  in sales and  marketing,
including   new  print  and  direct  mail   advertising   campaigns,   strategic
relationships  with CNET/ZDNet and INTMedia,  and the  establishment  of a field
sales force.

Comments from Management
"We are  beginning  to see the  initial  impact of our new  sales and  marketing
organization,  with  successes in the quarter - new customer  wins,  renewals of
important  contracts,  a new sales  channel,  and  results  from  newly-launched
marketing  initiatives.  Also, the steps we have taken to structure our business
for the  current  environment  put us in an  excellent  position  to expand very
profitably as the overall market improves," said Scot W. Melland,  President and
CEO of Dice Inc.

                                     -more-



<PAGE>


"Throughout this  recessionary  period for the broader  economy,  and technology
specifically, we have continued to see demand for tech professionals in our core
customer  base;  now we are  anticipating  that many  projects,  which have been
awaiting green-lighting,  may be nearing release, especially in key sectors such
as security,  networking,  infrastructure and back office  operations,"  Melland
continued.

Michael  P.  Durney,  Senior  Vice  President  and CFO of Dice  Inc.,  commented
further, "Throughout 2001, we have increased our operating leverage through cost
and infrastructure  efficiencies  coupled with targeted  investment in sales and
marketing  in  anticipation  of the turn in the  economy - and  we're  poised to
generate significant incremental EBITDA when that turn occurs."

"Business trends in early January indicate that customer demand for job postings
may be stabilizing,  after several  quarters of declining demand due to economic
factors,"  Durney  continued.  "We've come through this  difficult  economic and
transitional  period  with about $25  million in cash,  and do not face the same
level of cash  needs as in the past,  having  in 2001  completed  a  significant
investment  program  and  paid  the  remaining  costs  of  exiting  the  content
business."

Dice.com Customer Accounts
Dice continued to win new customers in the fourth quarter,  including  Wal-Mart,
State Farm Insurance,  Eli Lilly, and the Chicago Transit Authority,  reflecting
the  importance  and  cost-effectiveness  of  online  recruiting  solutions  for
companies in a stringent hiring climate.

Dice.com  customers  typically  purchase the company's  services  through either
monthly subscription  products or longer-term  contractual  arrangements.  These
customers include approximately 2,900 monthly subscribers (a net decrease of 900
compared to 3,800 at the end of the third quarter) and  approximately 120 larger
customers who have signed longer-term agreements ("enterprise  customers").  The
net decrease of 900 was significantly  less than the net decline of 1,600 member
customers experienced in the third quarter.

During the fourth quarter,  70% of the enterprise customers whose contracts were
signed in the fourth  quarter of 2000 have  renewed or  extended  their  service
arrangements with dice.com, including significant customers such as EDS, General
Employment, and Computer Services Corp.

Recruitment Advertising Agency Program
During the quarter,  Dice launched a  recruitment  advertising  agency  program,
allowing the company to leverage  another  sales  channel to reach direct hiring
companies and strengthen its brand in the corporate sector. Through December 31,
four of the top seven  recruitment  advertising  agencies - Shaker  Advertising,
Bernard  Hodes,  Nationwide  and J.  Walter  Thompson  - have  signed up for the
program. The program provides recruitment  advertising agencies with a dedicated
agency  sales desk  staffed by  experienced  professionals  who  understand  the
recruitment advertising industry and the needs of agency customers.


                                    - more -



<PAGE>


Marketing Initiatives
Also during the quarter,  Dice launched several  marketing  initiatives to raise
the  company's  visibility  among  targeted  prospects  in the  human  resources
community and to increase  customer  acquisition.  The company expanded the Dice
Review,  an opt-in email monthly  newsletter  and white paper series  focused on
technology human resources management;  since its launch in late September,  the
Review has garnered an audience of over 8,500 subscribers.

To serve  its  customers  better,  the  company  employs  a number  of  customer
satisfaction  programs,  including monthly surveys to determine overall customer
satisfaction  with the  service  and to track  measures  of product  efficiency.
Recent  customer  surveys  have shown that the average  cost per hire when using
dice.com  ranges  between  $350-$400,  documenting  the  value  Dice  represents
compared to traditional media.

Consolidation of Operating Facilities
In November,  Dice moved into a new facility near Des Moines, Iowa, completing a
consolidation which brought employees together from four separate offices in Des
Moines into a single  building.  This move has improved the company's  operating
efficiency as well as the quality of its  infrastructure,  while  providing room
for  expansion  when  required by the  business  environment.  The company  also
completed  the  establishment  of a  co-location  facility  for  its  technology
infrastructure elsewhere in Iowa.

MeasureUp
During the quarter,  MeasureUp announced the release of three new product lines:
24/7 Live Tutoring,  giving users the ability to contact certified professionals
online 24 hours a day, seven days a week;  e-Learning,  enabling users to expand
their knowledge and review information at their own pace; and  e-Certifications,
providing a quick and affordable  method for technology  professionals  to prove
their skills and knowledge.

Other Items in the Quarter ending December 31, 2001
During the quarter, the company made adjustments to accruals related to the exit
of the content business and to acquisition-related  accruals.  These adjustments
reflected  the  favorable  impact of  returning  a  significant  portion  of the
company's New York office to the landlord with no ongoing financial  obligation,
the favorable resolution of acquisition-related  accruals, and the settlement of
other  obligations  at  amounts  lower than  anticipated.  These  reductions  in
liabilities totaled $907,000.

Also during the  quarter,  the company  wrote down the  goodwill  attributed  to
CCPrep, a certification  preparation business acquired in 2000 which is reported
within MeasureUp, by $876,000.

These items are reported  separately as components of operating  expenses in the
quarter.


                                    - more -


<PAGE>



Current Business Outlook
Many external  economic  indicators have continued to show weakness in the labor
markets and corporate  spending overall.  However,  some indicators in the labor
markets have shown  improvement in recent weeks. The company has not changed its
overall view of anticipated  2002  performance  but will provide some additional
comments on near-term expectations during the quarterly earnings conference call
to be webcast today at 11:00 a.m. ET (details below).

Cash Flows
The Company had net cash usage of $382,000 during the quarter, and $21.6 million
during the full year, as detailed below:
<TABLE>

----------------------------------------------------- ------------------------------------------------- -------------

Cash Flow Components                                                     Quarterly                       Full Year
(unaudited, $ in thousands)                                                Actual                          Actual
----------------------------------------------------- ------------------------------------------------- -------------
----------------------------------------------------- ----------- ------------ ----------- ------------ -------------
<S>                                                 <C>          <C>         <C>          <C>            <C>
                                                        Q4 01        Q3 01       Q2 01        Q1 01         2001
----------------------------------------------------- ----------- ------------ ----------- ------------ -------------
EBITDA                                                     $ 857      $ 2,027     $ 2,047      $ 2,137       $ 7,068
----------------------------------------------------- ----------- ------------ ----------- ------------ -------------
Payments of accrued restructuring costs                    (313)        (904)     (1,834)      (4,873)       (7,924)
----------------------------------------------------- ----------- ------------ ----------- ------------ -------------
Capital expenditures                                     (1,549)      (1,599)     (1,791)      (1,499)       (6,438)
----------------------------------------------------- ----------- ------------ ----------- ------------ -------------
Interest payments on Notes                                    --      (2,843)          --      (2,800)       (5,643)
----------------------------------------------------- ----------- ------------ ----------- ------------ -------------
Acquisition earn out payments                                 --           --     (5,310)           --       (5,310)
----------------------------------------------------- ----------- ------------ ----------- ------------ -------------
Repurchase of Notes                                           --      (2,982)          --           --       (2,982)
----------------------------------------------------- ----------- ------------ ----------- ------------ -------------
Working capital and other, net                               623        (240)       1,915      (2,715)         (417)
----------------------------------------------------- ----------- ------------ ----------- ------------ -------------
Net Cash Used(1)                                          $(382)     $(6,541)    $(4,973)     $(9,750)     $(21,646)
----------------------------------------------------- ----------- ------------ ----------- ------------ -------------
(1)      Cash includes cash and marketable securities.

</TABLE>

<TABLE>

Performance Highlights

------------------------------------------- ----------------------------------------------------------------------------
Selected Performance Data                                       Quarterly                        Fourth     Full Year
(unaudited, $ in thousands)                                      Actual                         Quarter        2001
                                                                                                  2000        Actual
------------------------------------------- -------------------------------------------------- ----------- -------------
<S>                                         <C>         <C>         <C>          <C>        <C>           <C>
                                               Q4 01        Q3 01       Q2 01        Q1 01      Pro           FY 01
                                                                                                Forma(1)
------------------------------------------- ------------ ------------ ----------- ------------ ----------- -------------
Total revenues                                  $10,656      $13,019  $15,522        $17,099     $16,253       $56,297
------------------------------------------- ------------ ------------ ----------- ------------ ----------- -------------
Gross margin                                        89%          91%         91%          92%         93%           91%
------------------------------------------- ------------ ------------ ----------- ------------ ----------- -------------
Sales & marketing exp. (% of Rev.)                  46%          46%         52%          56%         39%           51%
------------------------------------------- ------------ ------------ ----------- ------------ ----------- -------------
EBITDA (2)                                        $857       $2,027      $2,047       $2,137      $5,174        $7,068
------------------------------------------- ------------ ------------ ----------- ------------ ----------- -------------
                                                                                                   Actual
------------------------------------------- ------------ ------------ ----------- ------------ ----------- -------------
Cash balance (end of period)(3)                $24,833      $25,215     $31,756      $36,729     $46,479       $24,833
------------------------------------------- ------------ ------------ ----------- ------------ ----------- -------------
Dice.com revenues                               $9,341      $11,614     $13,988      $15,563     $14,858       $50,507
------------------------------------------- ------------ ------------ ----------- ------------ ----------- -------------
MeasureUp revenues                              $1,315       $1,405      $1,534       $1,536      $1,395        $5,790
------------------------------------------- ------------ ------------ ----------- ------------ ----------- -------------
</TABLE>

(1)  Pro  forma  results  for  2000;  see  full   description  in  the  attached
     Consolidated Statements of Operations.

(2)  Earnings before interest, taxes, depreciation, amortization, restructuring,
     impairment and one-time  charges,  net, and  extraordinary  items; see full
     description in the attached Consolidated Statements of Operations.

(3)  Includes marketable securities.

                                    - more -


<PAGE>


Conference Call Information
Today's earnings conference call at 11:00 a.m. Eastern Time will be webcast live
via Dice's  Investor  Relations  website  http://about.dice.com  (click on "Live
Webcast"),  Vcall  (www.vcall.com),  and  Street  Events  (www.streetevents.com,
subscribers  only). An audio replay of the call will be available for 30 days at
1-800-428-6051,  passcode:  224229,  shortly  after  the  call and  webcast  are
completed.

About Dice Inc.
Dice Inc.  (Nasdaq:  DICE,  http://about.dice.com)  is the  leading  provider of
online  recruiting  services for technology  professionals.  Dice Inc.  provides
services to hire, train and retain  technology  professionals  through dice.com,
the leading online  technology-focused  job board, as ranked by Media Metrix and
IDC, and MeasureUp,  a leading  provider of assessment and preparation  products
for technology professional certifications.

Corporate Profile
Dice Inc.'s corporate profile can be viewed by clicking on Investor Relations at
http://about.dice.com.

This press  release may be deemed to contain  forward-looking  information.  Any
forward-looking  statements  are made pursuant to the safe harbor  provisions of
the  Private   Securities   Litigation  Reform  Act  of  1995.   Forward-looking
statements,   including  statements  as  to  industry  trends,  future  economic
performance,  anticipated profitability,  anticipated revenues and expenses, and
products or service line growth, may be significantly and materially impacted by
certain risks and uncertainties,  including, but not limited to, failure to meet
operating  objectives or to execute the operating plan,  competition,  and other
economic  factors.  Additional  risks and  uncertainties  are  described  in the
Company's  public  filings  with the  Securities  and Exchange  Commission.  Any
forward-looking  information  in or referred to by this press release is current
only as of the date of  publication,  and Dice Inc.  disclaims any obligation to
update this information.

Company Contact Information                 Media Contact Information
Michael P. Durney                           Claudine Cornelis
Senior Vice President, Finance and          Morgen-Walke Associates
Chief Financial Officer                     ccornelis@morgenwalke.com
                                            tel: 212-850-5600
Constance Melrose
Vice President, Treasury and Investor Relations
Dice Inc.
ir@dice.com

tel: 212-725-6550


                                       ###

                           Financial Tables to Follow


<PAGE>


<TABLE>



                                                 Consolidated Statements of Operations
                                               (in thousands, except per share amounts)
                                                              (unaudited)
                                                                                 Three Months Ended
                                                                                    December 31,

<S>                                                           <C>                      <C>            <C>
                                                                  Actual                   Actual        Pro Forma (1)
                                                                   2001                     2000             2000
                                                             -----------------        ----------------- ----------------
Revenues                                                             $ 10,656                 $ 22,636          $16,253
Cost of revenues                                                        1,184                    4,475            1,103
                                                             -----------------        ----------------- ----------------
Gross profit                                                            9,472                   18,161           15,150
                                                             -----------------        ----------------- ----------------
Operating expenses:
  Product development                                                   1,063                    2,216            1,366
  Sales and marketing                                                   4,906                   11,589            6,409
  General and administrative                                            2,646                    3,530            2,201
  Depreciation                                                          1,354                    1,810              437
  Amortization                                                          4,223                    6,365            3,717
  Restructuring and one-time items, net                                  (907)                  38,675               --
  Goodwill impairment                                                     876                       --               --
                                                            -----------------        -----------------  ----------------
    Total operating expenses                                           14,161                   64,185           14,130
                                                            ------------------        ----------------- ----------------
Income (loss) from operations                                          (4,689)                 (46,024)           1,020
Interest and other income (expense), net                               (1,259)                    (832)            (824)
                                                             -----------------        ----------------- ----------------
Net income (loss)                                                    $ (5,948)                $(46,856)         $   196
                                                             =================        ================= ================

Basic and diluted net loss per share                                 $  (0.56)                $  (4.51)
                                                             =================        =================

Weighted average shares of common stock outstanding                    10,651                   10,395
                                                             =================        =================

Supplemental Financial Data:

EBITDA (2)                                                           $   857                  $  826            $5,174
                                                             =================        ================= ================

Cash net income (loss)  (3)                                          $(1,756)                 $(1,816)          $3,913
                                                             =================        ================= ================

Cash net income (loss) per share (4)                                 $ (0.16)                 $ (0.17)          $ 0.38
                                                             =================        ================= ================

</TABLE>


1)   Pro forma reflects the elimination of the education  courseware and content
     businesses,  which were sold and / or exited during  December  2000.  These
     results of operations are not meant to be pro forma  financial  statements,
     as  required  by  Regulation  S-X  Article  11 Pro Forma  Information,  and
     accordingly do not reflect all adjustments required by these regulations.

2)   EBITDA is  calculated  by adding back  interest,  taxes,  depreciation  and
     amortization,  and restructuring,  impairment and one-time charges, net, to
     net income  (loss).  EBITDA  should not be  considered  an  alternative  to
     operating  income (as  determined in  accordance  with  generally  accepted
     accounting   principles),   as  a  measure  of  the   Company's   operating
     performance,  or as an alternative to cash flows from operating  activities
     (as determined in accordance with generally accepted accounting principles)
     or as a measure of the Company's liquidity.

3)   Cash net  income  (loss) is  calculated  by adding  back  amortization  and
     restructuring,  impairment and one-time charges, net, to net income (loss).
     It is not intended to reflect our actual net income (loss) per share,  cash
     flows from  operations  or net cash flows,  as determined  under  generally
     accepted  accounting  principles  and  reported in our  periodic  quarterly
     filing with the  Securities  and  Exchange  Commission.

4)   Cash net income  (loss) per share is calculated by dividing cash net income
     (loss) by  weighted  average  shares of common  stock  outstanding  for the
     respective periods.

                                     -more-

<PAGE>

<TABLE>

                                                 Consolidated Statements of Operations
                                               (in thousands, except per share amounts)
                                                              (unaudited)
                                                                              Year Ended December 31,
<S>                                                           <C>                     <C>            <C>
                                                                  Actual                   Actual        Pro Forma (1)
                                                                   2001                     2000             2000
                                                             -----------------        ----------------- ----------------
Revenues                                                             $ 56,297                 $ 73,823         $ 49,931
Cost of revenues                                                        5,039                   18,368            3,733
                                                             -----------------        ----------------- ----------------
Gross profit                                                           51,258                   55,455           46,198
                                                             -----------------        ----------------- ----------------
Operating expenses:
  Product development                                                   4,860                    8,999            3,784
  Sales and marketing                                                  28,562                   43,248           19,347
  General and administrative                                           10,768                   13,045            7,614
  Depreciation                                                          4,091                    5,292            1,089
  Amortization                                                         16,464                   24,010           13,541
  Restructuring and one-time items, net                                  (638)                  38,675               --
  Goodwill impairment                                                     876                       --               --
                                                             -----------------        ----------------- ----------------
    Total operating expenses                                           64,983                  133,269           45,375
                                                             -----------------        ----------------- ----------------
Income (loss) from operations                                         (13,725)                 (77,814)             823
Interest and other income (expense), net                               (4,729)                  (2,622)          (2,432)
                                                             -----------------        ----------------- ----------------
Net loss before extraordinary gain                                    (18,454)                 (80,436)          (1,609)
Extraordinary gain                                                      5,609                       --               --
                                                             -----------------        ----------------- ----------------
Net loss                                                             $(12,845)                $(80,436)        $ (1,609)
                                                             =================        ================= ================

Loss per share before extraordinary item                             $ (1.75)                 $  (7.86)
Extraordinary gain per share                                             0.53                       --
                                                             -----------------        -----------------
Basic and diluted net loss per share                                 $ (1.22)                 $  (7.86)
                                                             =================        =================

Weighted average shares of common stock outstanding                    10,536                   10,230
                                                             =================        =================

Supplemental Financial Data:

EBITDA (2)                                                           $  7,068                 $ (9,837)        $ 15,453
                                                             =================        ================= ================


Cash net income (loss)(3)                                            $ (1,752)                $(17,751)        $ 11,932
                                                             =================        ================= ================

Cash net income (loss) per share (4)                                 $ (0.17)                 $ (1.74)         $   1.17
                                                             =================        ================= ================
</TABLE>


1)   Pro forma reflects the elimination of the education  courseware and content
     businesses,  which were sold and / or exited during  December  2000.  These
     results of operations are not meant to be pro forma  financial  statements,
     as  required  by  Regulation  S-X  Article  11 Pro Forma  Information,  and
     accordingly do not reflect all adjustments required by these regulations.


2)   EBITDA is  calculated  by adding back  interest,  taxes,  depreciation  and
     amortization,  and restructuring,  impairment and one-time charges, net, to
     net  income  (loss)  before  extraordinary  items.  EBITDA  should  not  be
     considered an alternative to operating  income (as determined in accordance
     with  generally  accepted  accounting  principles),  as a  measure  of  the
     Company's  operating  performance,  or as an alternative to cash flows from
     operating  activities (as determined in accordance with generally  accepted
     accounting principles) or as a measure of the Company's liquidity.


3)   Cash net  income  (loss) is  calculated  by adding  back  amortization  and
     restructuring,  impairment and one-time charges,  net, to net income (loss)
     before  extraordinary  items.  It is not intended to reflect our actual net
     income (loss) per share,  cash flows from  operations or net cash flows, as
     determined under generally accepted  accounting  principles and reported in
     our periodic quarterly filing with the Securities and Exchange Commission.


4)   Cash net income  (loss) per share is calculated by dividing cash net income
     (loss) by  weighted  average  shares of common  stock  outstanding  for the
     respective periods.

                                     -more-

<PAGE>

<TABLE>


                                    Consolidated Condensed Balance Sheets
                                                (in thousands)
                                                 (unaudited)
                                                                           December 31,        December 31,
                                                                              2001                2000
                                                                        ------------------  ------------------
<S>                                                                          <C>                  <C>
ASSETS:
Current Assets:
       Cash and marketable securities                                            $ 24,833            $ 46,479
       Accounts receivable, net                                                     2,708               8,293
       Prepaid expenses and other current assets                                    3,872               2,618
                                                                        ------------------  ------------------
             Total current assets                                                  31,413              57,390
Fixed assets, net                                                                   9,993               6,842
Intangible assets, net                                                             28,245              40,370
Other assets                                                                        3,352               5,002
                                                                        ------------------  ------------------
             Total assets                                                        $ 73,003            $109,604
                                                                        ==================  ==================

LIABILITIES & STOCKHOLDERS' (DEFICIT) EQUITY:
Current Liabilities:
  Accounts payable                                                               $    701            $  2,999
  Accrued expenses                                                                  5,672               8,424
  Accrued interest                                                                  2,178               2,434
  Amounts due under acquisition agreements                                          4,000               4,096
  Deferred revenue                                                                  5,506               5,963
  Accrued restructuring charge                                                         42               8,793
  Leases payable - current                                                          1,136               1,259
  Notes payable - current                                                             143                 524
                                                                        ------------------  ------------------
    Total current liabilities                                                      19,378              34,492
Long term debt                                                                     71,200              80,156
Leases payable                                                                        923                 688
Other liabilities                                                                     685               1,183
Commitments and contingencies                                                          --                  --

Total stockholders' (deficit) equity                                              (19,183)             (6,915)
                                                                        ------------------  -----------------
     Total liabilities & stockholders' (deficit) equity                          $ 73,003            $109,604
                                                                        ==================  ==================
                                                                  ###
</TABLE>